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Forward-Looking Statements

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* * * * * I m here to talk about Crumbs, we announced a SPAC transaction on Monday and you can find the press release on our website about the transaction, but here ... – PowerPoint PPT presentation

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Title: Forward-Looking Statements


1
(No Transcript)
2
Forward-Looking Statements
  • Some of the statements in this presentation may
    constitute forward-looking statements. Words such
    as anticipate, expect, project, intend, plan,
    believe, and words and terms of similar substance
    and any financial projections used in connection
    with any discussion of future plans, strategies,
    objectives, actions, or events identify
    forward-looking statements. Forward-looking
    statements relating to the proposed transaction
    include, but are not limited to the risk that
    the Company may not be able to consummate the
    Merger contemplated by the Business Combination
    Agreement the risk that the Business Combination
    Agreement may not be able to be modified
    consistent with the terms and conditions set
    forth above the risk that in excess of
    approximately 1.8 million Common Shares are
    validly tendered and not properly withdrawn prior
    to the expiration of the tender offer, requiring
    57th Street to pay, in the aggregate, in excess
    of approximately 18.0 million, (pursuant to the
    proposed revised terms of the tender offer,
    subject to agreement of definitive terms) which
    would then cause 57th Street to (i) be unable to
    satisfy a condition of the tender offer, (ii) be
    unable to consummate the proposed business
    transaction and (iii) withdraw the tender offer,
    not purchase any shares and promptly return any
    shares tendered by stockholders to them the risk
    that governmental and regulatory review of the
    tender offer documents may delay the proposed
    transaction or result in the inability of the
    proposed transaction to be consummated by May 15,
    2011 (pursuant to the proposed revised terms of
    the Business Combination Agreement, subject to
    agreement of definitive terms) and the length of
    time necessary to consummate the proposed
    transaction the risk that a condition to the
    closing of the proposed transaction may not be
    satisfied or waived the risk that the businesses
    will not be integrated successfully the risk
    that the anticipated benefits of the proposed
    transaction may not be fully realized or may take
    longer to realize than expected the risk that
    any projections, including earnings, revenues,
    expenses, synergies, margins or any other
    financial items are not realized, the risk of
    disruption from the proposed business combination
    making it more difficult to maintain
    relationships with customers, employees or
    suppliers a reduction in industry profit margin
    the inability to continue the development of the
    Crumbs brand changing interpretations of
    generally accepted accounting principles
    continued compliance with government regulations
    changing legislation and regulatory environments
    the ability to meet the NASDAQ Stock Market
    listing standards, including having the requisite
    number of round lot holders or stockholders and
    meeting the independent director requirements for
    the board of directors and its committees a
    lower return on investment the inability to
    manage rapid growth requirements or changes
    affecting the business in which Crumbs is
    engaged the general volatility of the market
    prices of our securities and general economic
    conditions. These risks, as well as other risks
    associated with the proposed transaction, are
    more fully discussed in the Schedule TO (and any
    amendments thereto) filed with the SEC in
    connection with the transaction and the tender
    offer. Additional risks and uncertainties are
    identified and discussed in 57th Streets reports
    filed with the SEC and available at the SECs
    website at www.sec.gov. Forward-looking
    statements included herein speak only as of the
    date of this presentation. If any of these risks
    or uncertainties materialize or if any
    assumptions prove incorrect, results could differ
    materially from those expressed by such
    forward-looking statements. Neither 57th Street
    nor Crumbs undertakes any obligation to update
    its forward-looking statements to reflect events
    or circumstances after the date of this
    presentation.

3
CRUMBS INVESTMENT HIGHLIGHTS
  • Demonstrated track record of profitable growth
    with a 3-year revenue CAGR of 81.8
  • Attractive unit economics with an average
    transaction of 18-20 and average sales per
    square foot in excess of 1,000
  • Transaction allows for an initial expansion to a
    planned 200 locations in the top 15 markets by
    year-end 2014
  • Ranked number 10 on Inc. Magazines list of the
    fastest-growing private companies of 2009 within
    the food beverage industry, and ranked number
    10 on their list of breakout companies of 2010
  • Business combination valued at approximately
    79.2 million on a fully diluted basis, implying
    a multiple of 20.0 times projected 2011 Adjusted
    EBITDA, and 7.4 times projected 2012 Adjusted
    EBITDA

4
Business combination summary
  • In May 2010, 57th Street raised 54.6 million
    through its IPO
  • On January 9, 2011, 57th Street entered into a
    definitive agreement to combine with Crumbs
  • Merger consideration 67.5 million contingent
    payments
  • 27.0 million in cash (up to 7.0 million of the
    cash consideration may be replaced by the
    issuance of equity securities at 10.00 per share
    to increase the cash available for the tender
    offer)
  • 40.5 million in equity securities exchangeable
    into 57th Street common shares or 4.05 million
    shares valued at 10.00 per share (subject to
    adjustment per the bullet point above)
  • Future contingent payments in equity securities
    exchangeable into an aggregate of 4.4 million
    shares based on certain EBITDA or stock-price
    performance targets through 2015
  • Fully diluted enterprise value of 79.2 million1
    and market capitalization of 94.1 million
  • Transaction is expected to close in April 2011
  • As soon as reasonably practicable post deal,
    change name to Crumbs Bake Shop and list on the
    NASDAQ Stock Market
  • 1 Excludes contingent earnout shares

5
CRUMBS OVERVIEW
6
Sweet beginnings
  • Founded in 2003 by Mia and Jason Bauer, husband
    wife team
  • Cupcake landscape prior to Crumbs - Vanilla,
    Chocolate, Lemon, Strawberry
  • Crumbs cupcakes have creative combinations of
    filling, frosting and decorations with over 75
    varieties baked daily, including (now the
    industry standard)
  • - Blackbottom Cheesecake - Caramel Apple
  • - Cookies Cream - Chocolate Covered
    Strawberry
  • - Chocolate Pecan Pie - Red Velvet
  • Over 1 million cupcakes sold per month
  • Over 150 different sweets baked daily include
    danishes, scones, croissants, muffins, brownies,
    cakes, pies and cookies
  • Beverage program includes gourmet whole leaf
    teas, espresso based drinks, drip coffees, hot
    chocolate and homemade sodas

7
CUPCAKE SIZES
Taste Size Just enough to whet your appetite,
these measure about one inch and are perfect to
pop in your mouth. Classic Size About the
size of a supermarket cupcake but with all the
deliciousness of our Signature size.
Signature Size Not your average cupcake. Over
four inches in height, they are big enough to
cut in quarters and share. They set the
standard for gourmet cupcakes with heaps of
frosting and toppings.
8
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9
Growing brand recognition
  • Ranked 10th on Inc. Magazines list of top
    breakout companies of 2010, which includes
    Foursquare, Groupon, and Pandora Radio
  • Ranked 10th on Inc. Magazines list of nations
    fastest-growing private companies of 2009 within
    the food and beverage industry
  • Currently operating 34 company-owned stores
  • Targeting approximately 200 stores by the end of
    2014
  • E-commerce Division _at_ www.crumbs.com
  • Shipping nationwide
  • Source Inc. Magazine

10
Broad demographic appeal
  • We appeal to everyone from age 8-80 in every
    socio-economic class They are not counting
    calories but enjoying the moment
  • Typical Customer
  • Mom/strollers
  • Tastemakers
  • Office workers and managers
  • Celebrities
  • Everyone in between
  • Proven success in
  • Urban
  • Suburban
  • Commercial
  • Residential markets

11
SALES MIX
Day-Part Sales Mix
Product Sales Mix
1
12
9
78
2pm-6pm 6pm-11pm
Beverages Cupcakes
11am-2pm
Other Baked Goods
6am-11am
Miscellaneous
12
Contract manufacturing model
  • Quality and consistency
  • Unit economic s much stronger
  • Small foot print (800-1200 sq. ft. vs.
    2,000-3,000 sq. ft)
  • Low build-out cost compared to industry
    (300,000)
  • Small foot print
  • Location, location, location
  • No baking no venting class A office building
  • Quicker build out
  • Bulk purchasing efficiencies

13
Social Media Staying Connected
  • Social media avenues such as Facebook, Twitter,
    and Foursquare allow Crumbs to stay connected
    with its fans
  • We announce a new and delicious Cupcake of the
    Month each month in addition to sponsoring
    contests and cupcake giveaways
  • Since joining Facebook, the number of cupcake
    friends has continued to rise past 40,000!

14
Growth strategy
15
expansion strategy
  • Significantly under penetrated markets
  • 2011
  • 14 to 16 stores planned in current markets
  • Areas already determined
  • Expansion into transportation hubs, a first for
    the category,
  • includes Union Station in Washington, D.C.
    Continental
  • Airlines Terminal in Newark Liberty Airport
  • 2012
  • 38 to 42 stores planned in new markets Atlanta,
    Dallas, Denver, Florida, Houston, San Diego, San
    Francisco, Seattle, etc.
  • Continue to reach new customers in markets where
    we dont have stores via our website,
    www.crumbs.com

16
CRUMBS Initial GROWTH POTENTIAL
Phase I Phase II Metros demanding 4 Crumbs 5
Crumbs Bake Shops 12 Crumbs Bake Shops 25 Crumbs
Bake Shops
17
Financial highlights
18
Financial highlights
  • Strong track record of revenue growth
  • Attractive unit economics
  • Exceptional store level margins
  • Sales per square foot highest among peers1

1Based on RBC Capital Markets and Robert W. Baird
estimates December 2010
19
Revenue Growth
31.1 M
45 M - 50 M
23.5 M
31.1 M
23.5 M
9.5 M
5.3 M
3.0 M
2.2 M
1.5 M
9.3 M
542,200
5.3 M
3.0 M
2.2 M
Notes 2008 - 2010 revenue are based on audited
results . Comparable store sales averaged 15
from 2008-2010 28.6 in 2008 on base of 4
stores, 15.1 in 2009 on base of 6 stores and
2.5 in 2010 on base of 12 stores.
20
Attractive UNIT ECONOMICS
Based on 25 stores for 12 month period
(11/1/09 10/31/10)
21
Exceptional store level margins
Sales
1,100,000
Product Costs
374,000
34
Packaging
5
55,000
Labor
220,000
20
Rent
139,000
13
81,000
Operating Expenses
7
EBITDA
231,000
21
Based on 25 stores for 12 month period
(11/1/09 10/31/10)
22
SALES PSF COMPARED TO INDUSTRY
1,000
900
680
568
480
390
Sources RBC Capital Markets and Robert W. Baird
estimates December 2010
23
outlook
  • 2011 Projected
  • Sales between 45-50 million
  • Adjusted EBITDA between 3.5-4.4 million
  • 14-16 new stores, back end loaded
  •  2012 Projected
  • Sales between 78-83 million
  • Adjusted EBITDA between 10.2-11.3 million
  • 38-42 new stores
  • Year-end 2014 Projected
  • Approximately 200 Crumbs locations nationwide
  • Reconciliation of adjusted EBITDA to GAAP can
    be found on slide 29

24
Serving smiles daily
25
appendix
26
Comparable Valuation
27
The MANAGEMENT TEAM
James Menzies Director of Store
Development, Crumbs Background Dean and
Deluca Gary Morrow Vice President of Store
Operations, Crumbs Background 10 years at
Starbucks in both regional and corporate
headquarters positions Edwin
Lewis Chairman of the Board of Managers,
Crumbs Background Polo Ralph Lauren, Tommy
Hilfiger, and Mossimo Mark
Klein Chairman, CEO, President Director,
57th Street Background financial services and
asset management Paul Lapping CFO,
Treasurer, Secretary Director, 57th
Street Background investment banking and
private equity
  • Jason Bauer Co-Founder and Chief Executive
    Officer, Crumbs
  • Background numerous entrepreneur ventures
  • Mia Bauer
  • Co-Founder and Chief Creative Officer, Crumbs
  • Background lawyer turned baker
  • Chuck Ireland Chief Financial Officer,
    Crumbs Background 26 years in public accounting
    including restaurant and food service
    businesses
  • Harley Bauer Chief Development Officer ,
    Crumbs
  • Background secured financing and material
    as a producer for a film and TV production
    company

28
Transaction structure
Enterprise Value at Closing ( in millions,
except per share data)
Transaction Highlights
Assumed Price Per Share 10.00 Fully Diluted
Shares (1) 9.4 Fully Diluted Equity
Value 94.1 Plus Pro Forma Debt 0.0 Less
Estimated Cash at Closing (2)(3) -14.9 Enterprise
Value 79.2
  • 57th Street proposes to effect redemptions of its
    common stock via a tender offer
  • 57th Street founders and underwriters warrants
    will be exchanged for 370,000 shares
  • 4,400,000 total contingent consideration shares
    to Crumbs
  • The contingent shares may be issued based on
    meeting the 2013 and 2014 Adjusted EBITDA targets
    with half the shares issued in each year
  • Alternatively, approximately one third of the
    shares may be issued upon reaching each share
    price target of 15.00, 17.50 and 20.00 in
    years 2011-2013
  • 150,000 sponsors shares will be cancelled

2011 2012 2013 2014Adjusted Pro Forma EBITDA
Target (4) 4.0 10.8 17.5 25.0 Addl
Contingent Consideration Shares 0.0 0.0 2.2 2.2As
sumed Price Per Share 10.00 10.00 10.00 10.00
Contingent Consideration 0.0 0.0 22.0 22.0F
ully Diluted Shares (1)(5) 9.4 9.4 11.6 13.8 Full
y Diluted Equity Value (1)(5) 94.1 94.1 116.1
138.1 Plus Pro Forma Debt 0.0 0.0 0.0 0.0Less
Estimated Cash at Closing (2)(3) -14.9 -14.9 -14.9
-14.9 Enterprise Value 79.2 79.2 101.2 123.2
TEV/EBITDA Multiple 20.0x 7.4x 5.8x 4.9x (1)
Assumes approximately 18.0 million of common
shares is tendered and repurchased. 7.0 million
of the cash consideration to Crumbs is replaced
by the issuance of equity securities at 10.00
per share (2) Pro forma for fees to Morgan
Joseph TriArtisan LLC for MA advisory fees in
the amount of 545,630, upon closing of the
business transaction (3) Pro forma for fees to
Telsey Advisory Group LLC ("TAG"), including a
fee from 57th Street for subsequent purchases of
57th Street's common stock by certain investors
introduced by TAG. The amount of the fee will be
negotiated between TAG and 57th Street following
the completion of any such purchase (4) Adjusted
Pro Forma EBITDA excludes any potential
stock-based compensation(5) Includes the
contingent consideration shares issued at each
Adjusted EBITDA target
Pro Forma Ownership at Closing
Crumbs Shareholders Public
Shareholders 57th Street Sponsors
Other
38.8
50.5
10.7
29
ADJUSTED EBITDA RECONCILIATION(4)
30
57th street overview
Corporate Structure Delaware C
Corporation Amount Raised in IPO 54,563,000
(includes over-allotment) Shares
Outstanding 6,062,556 shares Warrants
Outstanding 9,156,300 warrants, exercisable at
11.50 Amount in Trust Currently 9.98 per IPO
share Founders Investment 1.750 million
investment in warrants Exchange/Ticker OTCBB/Unit
s SQTCU Common Stock SQTC Warrants SQTCW
Modest GA and Interest Expense Leverage
31
Disclosure
  • Non-GAAP Information
  • Crumbs is providing Adjusted EBITDA information,
    which is defined as net income of the combined
    company, including net income attributable to any
    non-controlling interest, determined in
    accordance with all applicable and effective GAAP
    pronouncements up to December 31, 2010, before
    interest income or expense, income taxes and any
    gains or losses resulting from the change in
    estimate relating to the Tax Receivable
    Agreement, depreciation, amortization, deferred
    rent expense, losses or gains resulting from
    adjustments to the fair value of the contingent
    consideration, stock-based compensation expense,
    extraordinary or non-recurring expenses and all
    other extraordinary non-cash items for the
    applicable period as a compliment to U.S.
    generally accepted accounting principles (GAAP)
    results. Adjusted EBITDA measures are commonly
    used by management and investors as a measure of
    leverage capacity, debt service ability and
    liquidity. Adjusted EBITDA is the measure used
    in the Business Combination Agreement, as
    proposed to be amended, for the targets for the
    release of the Contingency Consideration (up to
    4,400,000 shares of common stock) to the Crumbs
    Members (17.5 million Adjusted EBITDA in 2013
    with respect to half of the Contingency
    Consideration to the extent stock price targets
    have not been achieved in earlier years, 25
    million Adjusted EBITDA in 2014 with respect to
    the Contingency Consideration to the extent
    previous targets have not been achieved and 30
    million Adjusted EBITDA in 2015 for any remaining
    Contingency Consideration). Adjusted EBITDA is
    not considered a measure of financial performance
    under GAAP, and the items excluded from Adjusted
    EBITDA are significant components in
    understanding and assessing our financial
    performance. Adjusted EBITDA should not be
    considered in isolation or as an alternative to,
    or superior to, such GAAP measures as net income,
    cash flows provided by or used in operating,
    investing or financing activities or other
    financial statement data presented in our
    consolidated financial statements as an indicator
    of financial performance or liquidity.
    Reconciliations of non-GAAP financial measures
    are provided in the accompanying tables. Since
    Adjusted EBITDA is not a measure determined in
    accordance with GAAP and is susceptible to
    varying calculations, Adjusted EBITDA, as
    presented, may not be comparable to other
    similarly titled measures of other companies.

32
Disclosure
  • Important Information about the Tender Offer
  • 57th Street has commenced a tender offer to
    purchase shares of its common stock to which this
    communication pertains. This presentation is
    neither an offer to purchase nor a solicitation
    of an offer to sell any securities. The
    solicitation and the offer to buy shares of 57th
    Streets common stock is being made pursuant to
    an offer to purchase, as amended, and related
    materials which 57th Street filed with the SEC.
    The tender offer statement (including an offer to
    purchase, a letter of transmittal and other offer
    documents) contains important information that
    should be read carefully and considered before
    any decision is made with respect to the tender
    offer. These materials were and revised materials
    will be, sent free of charge to all stockholders
    of 57th Street. In addition, all of these
    materials (and all other materials filed by 57th
    Street with the SEC) are available at no charge
    from the SEC through its website at www.sec.gov.
    Stockholders may also obtain free copies of the
    documents filed by 57th Street with the SEC by
    directing a request to 57th Street General
    Acquisition Corp., 590 Madison Avenue, 35th
    Floor, New York, New York 10022. Stockholders of
    57th Street are urged to read the tender offer
    documents and the other relevant materials filed
    with the SEC before making any investment
    decision with respect to the tender offer because
    they contain important information about the
    tender offer, the business combination
    transaction and the parties to the merger.
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